The goal of the research is to incorporate an animated agent/tutor with highly accurate visible speech and emotion into software to enhance speech and language skills of hearing-impaired and autistic children. The software platform includes: 1) a 3D-viewable computer-animated agent, dubbed Baldi, who precisely reveals how speech is articulated internally and has controls for replay and speed, 2) text-to-speech synthesis, 3) simple tools to build vocabulary, language, speech, and reading lessons, 4) support for testing, scoring and for web-based distribution and exchange of lessons. This pedagogy and technology is based on over ten years of research with partial support from NIH and NSF. The technology underlying Baldi is robust and demonstrated by published research. We propose to identify, with usability testing, the necessary elements of a commercial-quality language learning platform from the existing educational research components, and devise a product definition for implementation in Phase II. The learning platform comprises Language Wizard, Player, and Exchange components. Teachers, speech pathologists, reading tutors or parents use Language Wizards to personalize vocabulary and other language lessons. Students use the Language Player to learn language in an engaging and motivating manner. The Language Exchange is a web site that distributes the Wizard-developed lessons. PROPOSED COMMERCIAL APPLICATION: Animated Speech Corporation as well as teachers, pathologists and parents will support deaf and autistic children by building lessons and teaching aids with the Language Wizards. The learning platform will extend one-on-one teaching techniques, and provide more practice time and ways to acquire language and vocabulary. The Language Exchange will make an ever-growing library of lessons available on the Internet. Baldi can also tutor remedial reading, English as a second language, or, with his international phonemes, foreign languages.